§ 9013. When notice or lapse of time unnecessary; notices dispensed
with when delivery is prohibited. 1. Whenever, under articles six, ten,
ten-B and eleven, the organization certificate and by-laws of any
corporation or by the terms of any agreement or instrument, a
corporation or the board or any committee thereof is authorized to take
any action after notice to any person or persons or after the lapse of a
prescribed period of time, such action may be taken without notice and
without the lapse of such period of time, if at any time before or after
such action is completed the person or persons entitled to such notice
or entitled to participate in the action to be taken or, in the case of
a shareholder, by his attorney-in-fact, submit a signed waiver of notice
of such requirements.

2. Whenever any notice or communication is required to be given to any
person or persons by articles six, ten, ten-B and eleven, the
organization certificate and by-laws, or by the terms of any agreement
or instrument, or as a condition precedent to taking any corporate
action and communication with such person or persons is then unlawful
under any statute of this state or of the United States or any
regulation, proclamation or order issued under such statutes, then the
giving of such notice or communication to such person or persons shall
not be required and there shall be no duty to apply for a license or
other permission to do so. Any affidavit, certificate or other
instrument which is required to be made or filed as proof of giving of
any notice or communication required under articles six, ten and eleven
shall, if such notice or communication to any person is dispensed with
under this subdivision, include a statement that such notice or
communication was not given to any person with whom communication is
unlawful. Such affidavit, certificate or other instrument shall be as
effective for all purposes as though such notice or communication had
been personally given to such person.